Chesterfield Resources : AGM Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, you should consult your stockbroker or other financial advisor authorised pursuant to the Financial Services and Markets Act 2000 immediately.

If you have sold or transferred all of your ordinary shares in Chesterfield Resources plc (the "Company"), please forward this document and the accompanying form of proxy to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was affected, for transmission to the purchaser or transferee.

The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

NOTICE OF

ANNUAL GENERAL MEETING

Notice of the Annual General Meeting of the Company to be held at 6 Heddon Street, London, W1B 4BT on 26 May 2023 at 11:00 a.m. is set out on pages 4 to 6 of this document. Forms of proxy should be completed and returned to the Company's Registrars, Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, B62 8HD as soon as possible and in any event so as to be received not later than 48 hours (excluding non-working days) before the time fixed for the Meeting.

Registered Office

6 Heddon Street

London

W1B 4BT

27 April 2023

To the Shareholders and, for information only, to the Option Holders and Warrant Holders

Notice of Annual General Meeting

Dear Shareholder,

I am writing to explain the resolutions to be proposed at this year's Annual General Meeting which is to be held at 11:00 a.m. on 26 May 2023 at 6 Heddon Street, London, W1B 4BT ("AGM"). The resolutions are set out in the Notice of Annual General Meeting on pages 4 to 6 of this document.

Ordinary business at the AGM

Resolution 1 and 2 - Annual Report and Accounts

This is an ordinary resolution to receive and consider the audited Statement of Accounts and the Reports of the Directors and the Auditor of the Company for the period ended 31 December 2022.

As a company admitted to the Standard Segment of the Official List of the Financial Conduct Authority, the Company must include a further ordinary resolution to receive and approve the directors' remuneration report for the financial period ended 31 December 2022 set out in the audited accounts for the financial period ended 31 December 2022. In line with legislation, Resolution 2 is an advisory vote and the Directors' entitlement to remuneration is not conditional on the resolution being passed.

Resolution 3 - Auditors' reappointment and remuneration

The resolution relating to the auditors' re-appointment and remuneration are usual business for the Annual General Meeting.

Special business at the AGM

Resolution 4 - Section 551 authority

This is an Ordinary Resolution authorising the directors to allot and issue ordinary shares and grant rights to subscribe for shares up an aggregate nominal value of £97,000. The authority will expire at the commencement of the next Annual General Meeting following this meeting or 30 June 2024, whichever is the earlier to occur.

Resolution 5 - Section 570 authority and dis-application of Section 561(1)

This is a Special Resolution authorising the directors to issue equity securities wholly for cash on a non-preemptive basis pursuant to the authority conferred by resolution number 4 above. This will allow the Board to allot shares without recourse to the Shareholders so that it can move quickly from time to time as it deems appropriate. This authority will expire at the commencement of the next Annual General Meeting following this meeting or 30 June 2024, whichever is the earlier to occur.

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Registered in England as a public limited liability company under company number 10545738

Form of Proxy

A Form of Proxy for use at the AGM is enclosed. Please complete and sign the Form of Proxy and return it to the Company's Registrars so as to arrive no later than 48 hours (excluding non-working days) before the time fixed for the AGM.

The return of the Form of Proxy will not, however, prevent you from attending the AGM and voting in person should you wish to do so.

Board Recommendation

The Board considers that each of the Ordinary Resolutions and the Special Resolution is in the best interests of the Company and its Shareholders as a whole and it unanimously recommends to Shareholders that they should vote in favour of each of them.

Yours faithfully

Paul Ensor

Chairman

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Registered in England as a public limited liability company under company number 10545738

CHESTERFIELD RESOURCES PLC

(incorporated and registered in England and Wales no. 10545738)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of Chesterfield Resources plc (the "Company") will be held on 26 May 2023 at 11:00 a.m. at 6 Heddon Street, London, W1B 4BT for the purpose of considering and, if thought fit, passing the following resolutions, of which resolutions 1 to 4 (inclusive) will be proposed as ordinary resolutions and resolution 5 as a special resolution:

ORDINARY BUSINESS

Resolution 1: To receive and consider the Annual Report and Accounts for the period ended 31 December 2022 together with the Directors' Report and Auditors' Report thereon.

Resolution 2: To receive and approve the directors' remuneration report for the financial period ended 31 December 2022 set out in the audited accounts for the financial period ended 31 December 2022.

Resolution 3: To re-appoint PKF Littlejohn LLP as auditors of the Company to act as such until the conclusion of the next Annual General Meeting of the Company at which the accounts are laid before the members and to authorise the Directors of the Company to fix their remuneration.

SPECIAL BUSINESS

Resolution 4: THAT, in accordance with section 551 of the Companies Act 2006 ("CA 2006"), the Directors be generally and unconditionally authorised to allot shares in the Company and to grant rights

to subscribe for, or to convert any security into, shares in the Company (the "Rights") up to an

aggregate nominal amount of £97,000 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the commencement of the next Annual General Meeting of the Company or 30 June 2024, whichever is earlier to occur, save that the Company may, before such expiry, make offer(s) or enter agreement(s) which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors may

allot shares or grant Rights in pursuance of such offers or agreements notwithstanding that the authority conferred by this resolution has expired; and all unexercised authorities previously

granted to the Directors to allot shares and grant Rights be and are hereby revoked.

Resolution 5: THAT, conditional on the passing of Resolution 4 above, and in accordance with section 570 of the CA 2006, the Directors be generally empowered to allot equity securities (as defined in section 560 of the CA 2006) for cash pursuant to the authority conferred by Resolution 4 or by way of a sale of treasury shares, as if section 561(1) of the CA 2006 did not apply to any such allotment, provided that this power shall be limited to:

1. the allotment of equity securities in connection with an offer of equity securities to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or arrangements as the Directors may deem necessary or expedient in relation to the treasury shares, fractional entitlements, record dates, arising out of any legal or practical problems under the laws of any

overseas territory or the requirements of any regulatory body or stock exchange; and

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Registered in England as a public limited liability company under company number 10545738

1. the allotment of equity securities (otherwise than pursuant to sub paragraph (a) above) up to an aggregate nominal amount of £97,000; and provided that this power shall expire on the commencement of the next Annual General Meeting of the Company or 30 June 2024, whichever is earlier to occur (unless renewed, varied or revoked by the Company prior to or on that date) save that the Company may, before such expiry, make offer(s) or agreement(s) which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offers or agreements notwithstanding that the power conferred by this resolution has expired.

By Order of the Board

Westend Corporate LLP Company Secretary

Dated: 27 April 2023 Registered office:

6 Heddon Street

London

W1B 4BT

Notes:

1. A member of the Company entitled to attend, speak and vote at the meeting convened by this notice may appoint one or more proxies to attend, speak and vote in his place. A proxy need not be a member of the Company. A form of proxy is enclosed for use at this meeting.
2. Completing and returning a form of proxy does not preclude a member from attending and voting at the Meeting.
3. To be valid, a form of proxy and, if applicable, any authority under which it is signed, or a notarially certified copy of such authority must be lodged at Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, B62 8HD not later than 11:00 a.m. on 24 May 2023.
4. For the purposes of determining who is entitled to attend or vote (whether on a show of hands or a poll) at the meeting a person must be entered on the register of members not later than close of business on 24 May 2023, or if the meeting is adjourned, you must be entered on the register at 6.00 p.m. on the date which is two business days prior to the date of any adjourned meeting.
5. In the case of joint holders of shares, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
6. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together.
7. As at the close of business on 26 April 2023 (the last business day prior to the publication of this notice), the Company's issued ordinary share capital comprised 130,328,311 ordinary shares of 0.01p each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at the time and date given above is 130,328,311.

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Registered in England as a public limited liability company under company number 10545738